Company registration number 12125017 (England and Wales)
MEMCO GROUP (UK) LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
MEMCO GROUP (UK) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
3 - 8
MEMCO GROUP (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
£
£
£
£
Fixed assets
Investments
4
500
500
Current assets
Debtors
7
10,697,854
10,739,924
Creditors: amounts falling due within one year
8
(393,642)
(420,765)
Net current assets
10,304,212
10,319,159
Total assets less current liabilities
10,304,712
10,319,659
Creditors: amounts falling due after more than one year
9
(1,391,903)
(1,334,970)
Net assets
8,912,809
8,984,689
Capital and reserves
Called up share capital
646
646
Other reserves
10,189,395
10,189,395
Profit and loss reserves
(1,277,232)
(1,205,352)
Total equity
8,912,809
8,984,689
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 31 December 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 26 December 2022
Mr O Mazin
Director
Company Registration No. 12125017
MEMCO GROUP (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2020
646
10,189,395
(1,111,349)
9,078,692
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
(94,003)
(94,003)
Balance at 31 December 2020
646
10,189,395
(1,205,352)
8,984,689
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
(71,880)
(71,880)
Balance at 31 December 2021
646
10,189,395
(1,277,232)
8,912,809
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information
Memco Group (UK) Limited is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
Mbe Office 3, 78 Golders Green Road, London, NW11 8LN.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section
399
of the
Companies Act 2006 not to prepare consolidated accounts
, on the basis that the group of which this is the parent qualifies as a small group
. The
financial statements
present information about the company as an individual entity and not about its group
.
1.2
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in
profit
or
loss
.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
1.4
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including
creditors
, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
profit and loss account
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 6 -
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Foreign exchange
Transactions in currencies other than
pounds sterling
are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
2
2
3
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2021 and 31 December 2021
960,021
Amortisation and impairment
At 1 January 2021 and 31 December 2021
960,021
Carrying amount
At 31 December 2021
At 31 December 2020
4
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
500
500
On 11 October 2019, a hive up agreement was signed with Memco (UK) Group Limited where entire net assets of Gama Holdings Group (BVI) Limited were transferred to Memco (UK) Group Limited. The shareholders of Memco (UK) Group Limited are the same as Gama Holdings Group (BVI) Limited.
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2021 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Gama One Ltd
England and Wales
Management and holding company
Ordinary
100.00
-
Gama Acre House LLP
England and Wales
Property investment and trading
Ordinary
0
50.00
Gama Norman House LLP
England and Wales
Property investment and trading
Ordinary
0
50.00
Gama Properties 7 Ltd
England and Wales
Property investment and trading
Ordinary
0
100.00
Gama Properties 8 Ltd
England and Wales
Non trading
Ordinary
0
100.00
Gama Properties 11 Limited
England and Wales
Property investment and trading
Ordinary
0
100.00
6
Associates
Details of the company's associates at 31 December 2021 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Gamadel LLP
England and Wales
Management and holding company
Ordinary shares
0
50.00
Gamadel 101 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 102 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 103 Ltd
England and Wales
Property investment and trading
Ordinary shares
0
50.00
Gamadel 501 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 502 Ltd
England and Wales
Non trading
Ordinary shares
0
50.00
Gamadel 503 Ltd
England and Wales
Property investment and trading
Ordinary shares
0
50.00
Gamadel The Laureate LLP
England and Wales
Property investment and trading
Ordinary shares
0
50.00
MEMCO GROUP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
7
Debtors
2021
2020
Amounts falling due within one year:
£
£
Corporation tax recoverable
42,070
Other debtors
645
645
645
42,715
2021
2020
Amounts falling due after more than one year:
£
£
Other debtors
10,697,209
10,697,209
Total debtors
10,697,854
10,739,924
8
Creditors: amounts falling due within one year
2021
2020
£
£
Amounts owed to group undertakings
393,642
420,765
9
Creditors: amounts falling due after more than one year
2021
2020
£
£
Other creditors
1,391,903
1,334,970
10
Other reserves
Other reserves represent capital contribution by the shareholders and is repayable at the company's discretion.
11
Related party transactions
As at the balance sheet date, the company owed £393,642 (2020: £42
4,365
) to Gama One Ltd.